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<br /> 1 shall subject Contractor to all remedies which are available to the Agency under the
<br /> 2 Agreement or otherwise.
<br /> 3
<br /> 4 8.05 Right to Inspect Records. Agency shall have the right to inspect or
<br /> 5 review the payroll tax reports, specific documents or records required expressly or by
<br /> 6 inference pursuant to this Agreement, or any other similar records or reports of
<br /> 7 Contractor or its Related Party Entities that Agency shall deem, in its sole discretion,
<br /> 8 necessary to evaluate annual reports, compensation applications provided for in this
<br /> 9 Agreement and Contractor's performance provided for in this Agreement.
<br /> 10
<br /> 11
<br /> 12 ARTICLE 9
<br /> 13 INDEMNIFICATION, INSURANCE AND BOND
<br /> 14
<br /> 15 9.01 Indemnification.
<br /> 16
<br /> 17 A. General Indemnification. Contractor shall indemnify, defend and
<br /> 18 hold harmless, at Contractor's sole cost and expense, the Agency, the SBWMA, their
<br /> 19 officers, employees and agents, from and against any and all loss, liability, penalty,
<br /> 20 forfeiture, claim, demand, action, proceeding or suit, of any and every kind and
<br /> 21 description, whether judicial, quasi-judicial or administrative in nature including, but
<br /> 22 not limit to, injury to and death of any Person and/ or damage to property or for
<br /> 23 contribution or indemnity claimed by third parties (collectively, the "Claims"), arising
<br /> 24 out of or occasioned in any way by, directly or indirectly, Contractor's performance of,
<br /> 25 or its failure to perform, its obligations under the Agreement, but not limited to,
<br /> 26 Contractor's failure to comply with applicable laws or the Contractor's breach of its
<br /> 27 representation and warranties in this Agreement. The foregoing shall also apply if the
<br /> 28 Claim is caused by the joint negligence of Agency and Contractor, but only to the extent
<br /> 29 to Contractor's negligence. This indemnification will not extend to Claims to the extent
<br /> 30 they are caused by the sole negligence or intentional misconduct or omission of the
<br /> 31 Agency.
<br /> 32
<br /> 33 B. Hazardous Substance Indemnification. Contractor shall
<br /> 34 indemnify, defend with counsel selected by Agency or SBWMA, protect and hold
<br /> 35 harmless the Agency and SBWMA, its officers, Directors, employees, volunteers, and
<br /> 36 agents, and member agencies, their officers, Directors, employees, volunteers, and
<br /> 37 agents, (collectively, indemnitees) from and against all claims, damages (including but
<br /> 38 not limited to special, consequential, natural resources and punitive damages), injuries,
<br /> 39 costs, (including without limit any and all response, remediation and removal costs),
<br /> 40 losses, demands, debts, liens, liabilities, causes of action, suits, legal or administrative
<br /> 41 proceedings, interest, fines, charges, penalties, and expenses (including without limit
<br /> 42 attorneys' expert witness fees and costs incurred in connection with defending against
<br /> 43 any of the foregoing or in enforcing this indemnity), (Collectively, "Damages") or any
<br /> 44 kind whatsoever paid, incurred or suffered by, or asserted against, indemnitees arising
<br /> Atty j Agrj2005.022
<br /> 060205 -48-
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